Pursuant to the provisions of § 242 and § 245 of the
General Corporation Law of the State of Delaware

The
present name of the corporation is First Wind Holdings Inc. (the Corporation). The Corporation was incorporated under the
name First Wind Holdings Inc. by the filing of its original certificate of
incorporation (the Original Certificate of
Incorporation) with the Secretary of State of the State of Delaware
on May 9, 2008. This Amended and
Restated Certificate of Incorporation of the Corporation, which both restates
and further amends the provisions of the Original Certificate of Incorporation,
was duly adopted in accordance with the provisions of Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware. This Amended and Restated Certificate of
Incorporation shall become effective as of [ ],
2010. The Original Certificate of
Incorporation of the Corporation is hereby amended and restated to read in its
entirety as follows:

ARTICLE 1

Section 1.01. Name. The
name of the Corporation is First Wind Holdings Inc.

ARTICLE 2

Section 2.01. Address.
The address of its registered office in the State of Delaware
is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent
at such address is Corporation Trust Center.

ARTICLE 3

Section 3.01. Purpose.
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended (Delaware Law).

ARTICLE 4

Section 4.01. Capitalization. The total number of shares of
stock which the Corporation shall have authority to issue is
[ ], consisting of (a) [ ]
shares of Class A Common Stock, par value $0.001 per share (the Class A Common
Stock), (b) [ ]
shares of Class B Common Stock, par value $0.001 per share (the Class B Common
Stock and, together with the Class A Common Stock, the Common Stock) and (c) [ ]
shares of Preferred Stock, par value $0.001 per share (the Preferred Stock). Holders of capital stock do not have
preemptive rights.

Section 4.02. Common Stock.

(a) Voting
Rights.

(i) Each
holder of Class A Common Stock, as such, shall be entitled to one vote for
each share of Class A Common Stock held of record by such holder on all
matters on which stockholders generally are entitled to vote; provided, however, that, except as
otherwise required by law, holders of Class A Common Stock, as such, shall
not be entitled to vote on any amendment to this Amended and Restated
Certificate of Incorporation (including any certificate of designations
relating to any series of Preferred Stock) that relates solely to the terms of
one or more outstanding series of Preferred Stock if the holders of such
affected series are entitled, either separately or together with the holders of
one or more other such series, to vote thereon pursuant to this Amended and
Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) or pursuant to Delaware
Law.

(ii) Each
holder of Class B Common Stock, as such, shall be entitled to one vote for
each share of Class B Common Stock held of record by such holder on all
matters on which stockholders generally are entitled to vote; provided, however, that
except as otherwise required by law, holders of Class B Common Stock, as
such, shall not be entitled to vote on any amendment to this Amended and
Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) that relates solely to
the terms of one or more outstanding series of Preferred Stock if the holders
of such affected series are entitled, either separately or together with the
holders of one or more other such series, to vote thereon pursuant to this
Amended and Restated Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) or pursuant to Delaware
Law. A holder of one share of Class B
Common Stock, as such, shall be entitled at all times to the same number of
vote or votes as a holder of one share of Class A Common Stock, as such,
on all matters on which stockholders generally are entitled to vote.

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(iii) Except
as otherwise required in this Amended and Restated Certificate of Incorporation
or by applicable law, the holders of Common Stock shall vote together as a
single class on all matters (or, if any holders of Preferred Stock are entitled
to vote together with the holders of Common Stock, as a single class with such
holders of Preferred Stock).

(b) Dividends. Subject to applicable law and the rights, if
any, of the holders of any outstanding series of Preferred Stock or any class
or series of stock having a preference over or the right to participate with
the Class A Common Stock with respect to the payment of dividends,
dividends may be declared and paid on the Class A Common Stock out of the
assets of the Corporation that are by law available therefor at such times and
in such amounts as the Board of Directors of the Corporation (the Board) in its discretion shall determine. Dividends shall not be declared or paid on
the Class B Common Stock.

(c) Liquidation,
Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation and of the preferential and
other amounts, if any, to which the holders of Preferred Stock shall be
entitled, the holders of all outstanding shares of Class A Common Stock
shall be entitled to receive the remaining assets of the Corporation available
for distribution ratably in proportion to the number of shares held by each
such stockholder. The holders of shares
of Class B Common Stock, as such, shall not be entitled to receive any
assets of the Corporation in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation.

(d) Transfer
of Class B Common Stock.

(i) A
holder of Class B Common Stock may only transfer shares of Class B
Common Stock to another person if such holder transfers a corresponding number
of Series B Membership Interests to such person in accordance with the
provisions of the Limited Liability Company Agreement of First Wind Holdings,
LLC, a Delaware limited liability company (the Company),
as such agreement may be amended from time to time in accordance with the terms
thereof.

(ii) Any
purported transfer of shares of Class B Common Stock in violation of the
restrictions described in the immediately preceding paragraph (the Restrictions) shall be null and void. If, notwithstanding the foregoing
prohibition, a person shall, voluntarily or involuntarily, purportedly become or
attempt to become, the purported owner (Purported Owner)
of shares of Class B Common Stock in violation of the Restrictions, then
the Purported Owner shall not obtain any rights in and to such shares of Class B
Common Stock (the Restricted Shares),
and the purported transfer of the Restricted Shares to the Purported Owner

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shall not be recognized by the Corporations
transfer agent (the Transfer Agent).

(iii) Upon
a determination by the Board that a person has attempted or may attempt to
transfer or to acquire Restricted Shares, the Board may take such action as it
deems advisable to refuse to give effect to such transfer or acquisition on the
books and records of the Corporation, including without limitation to cause the
Transfer Agent to record the Purported Owners transferor as the record owner
of the Restricted Shares, and to institute proceedings to enjoin or rescind any
such transfer or acquisition.

(iv) The
Board may, to the extent permitted by law, from time to time establish, modify,
amend or rescind, by bylaw or otherwise, regulations and procedures not
inconsistent with the provisions of this Section 4.02(d) for
determining whether any acquisition of shares of Class B Common Stock
would violate the Restrictions and for the orderly application, administration
and implementation of the provisions of this Section 4.02(d). Any such procedures and regulations shall be
kept on file with the Secretary of the Corporation and with its Transfer Agent
and shall be made available for inspection by any prospective transferee and,
upon written request, shall be mailed to any holder of shares of Class B
Common Stock.

(v) The
Board shall have all powers necessary to implement the Restrictions, including
without limitation the power to prohibit the transfer of any shares of Class B
Common Stock in violation thereof.

(vi) As
used in this Amended and Restated Certificate of Incorporation, (i) Series B Membership Interests shall mean Series B
Membership Interests of the Company, or any successor entity thereto, issued
under its Limited Liability Company Agreement, as the same may be amended or
amended and restated from time to time in accordance with the terms thereof and
(ii) person means any individual,
firm, corporation, partnership, limited liability company, trust, joint venture
or other enterprise or entity.

(e) In
the event of a reclassification or other similar transaction as a result of
which the shares of Class A Common Stock are converted into another
security, then a holder of shares of Class B Common Stock shall be
entitled to receive upon exchange of such shares (together with a commensurate
number of Series B Membership Interests) the amount of such security that
such holder would have received if such exchange had occurred immediately prior
to the record date of such reclassification or other similar transaction,
taking into account any adjustment as a result of any subdivision (by any stock
split or dividend, reclassification or otherwise) or combination (by reverse
stock split,

4

reclassification or otherwise) of such security that occurs after the
effective time of such reclassification or other similar transaction.

(f) The
Corporation covenants that it will at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock, solely for
the purpose of issuance upon exchange of the outstanding shares of Class B
Common Stock and Series B Membership Interests for Class A Common
Stock, such number of shares of Class A Common Stock that are issuable
upon any such exchange and shall exchange such shares of Class B Common
Stock and a commensurate number of Series B Membership Interests for
shares of Class A Common Stock pursuant to the exchange agreement among
the Corporation, the Company and the holders from time to time of Series B
Membership Interests governing such exchanges; provided
that nothing contained herein shall be construed to preclude the Corporation
from satisfying its obligations in respect of any such exchange by delivery of
shares of Class A Common Stock which are held in the treasury of the
Corporation. The Corporation covenants
that all shares of Class A Common Stock issued upon any such exchange
will, upon issuance, be validly issued, fully paid and non-assessable.

Section 4.03. Preferred Stock. (a) The
Board is hereby empowered to authorize by resolution or resolutions from time
to time the issuance of one or more classes or series of Preferred Stock and to
fix the designations, powers, preferences and relative, participating, optional
or other rights, if any, and the qualifications, limitations or restrictions
thereof, if any, with respect to each such class or series of Preferred Stock
and the number of shares constituting each such class or series, and to
increase or decrease the number of authorized shares of any such class or
series to the extent permitted by Delaware Law.

(b) Except
as otherwise required by law, holders of a series of Preferred Stock, as such,
shall be entitled only to such voting rights, if any, as shall expressly be
granted thereto by this Amended and Restated Certificate of Incorporation
(including any certificate of designations relating to such series).

Section 4.04.
Changes in Common Stock. If the Corporation in any manner subdivides
or combines the outstanding shares of Class A Common Stock, the
outstanding shares of the Class B Common Stock shall be proportionately
subdivided or combined, as the case may be.
If the Corporation in any manner subdivides or combines the outstanding
shares of Class B Common Stock, the outstanding shares of Class A
Common Stock shall be proportionately subdivided or combined, as the case may
be.

Section 4.05.
Reorganization or Merger.(a) In the case of any reorganization, share exchange, consolidation,
conversion or merger of the Corporation with or into another person in which
shares of Class A Common Stock and Class B Common Stock are converted
into (or entitled to receive with respect thereto) shares of stock and/or other
securities or property (including, without limitation, cash), each holder of a
share of Class A Common Stock shall

5

be
entitled to receive with respect to each such share the same kind and amount of
shares of stock and other securities and property (including, without
limitation, cash), but each holder of a share of Class B Common Stock
shall only be entitled to receive with respect to each such share the same
number of shares of stock as is received by a holder of a share of Class A
Common Stock, and shall not be entitled to receive other securities or property
(including, without limitation, cash); and such shares of stock received by a
holder of shares of Class B Common Stock shall afford the holder thereof
no more rights, privileges or preferences than would be afforded the holders of
Class B Common Stock hereunder, including without limitation rights,
privileges or preferences with respect to dividends, upon voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation or in connection with any reorganization, share exchange,
consolidation, conversion or merger of the Corporation with or into another
person (each, a Business Combination Transaction).

(b) In
connection with any Business Combination Transaction, the Corporation shall not
adversely affect, alter, repeal, change or otherwise impair any of the powers,
preferences, rights or privileges of the Class A Common Stock (whether
directly, by the filing of a certificate of designations, powers, preferences,
rights or privileges, by a Business Combination Transaction or otherwise) (i) in
a manner that is disproportionate and adverse compared to the manner in which
the powers, preferences, rights or privileges of the holders of the Class B
Common Stock are affected, altered, repealed, changed or otherwise impaired,
including, without limitation (x) any of the voting rights of the holders
of the Class A Common Stock in a manner that is disproportionate and
adverse compared to the manner in which the voting rights of the holders of the
Class B Common Stock are affected, altered, repealed, changed or otherwise
impaired, and (y) the requisite vote or percentage required to approve or
take any action described in this ARTICLE 4, in ARTICLE 12 or
elsewhere in this Amended and Restated Certificate of Incorporation or
described in the bylaws of the Corporation in a manner that is disproportionate
and adverse compared to the manner in which the voting rights of the holders of
the Class B Common Stock are affected, altered, repealed, changed or
otherwise impaired, or (ii) with respect to the economic rights,
privileges or preferences of the holders of Class A Common Stock relative
to the holders of Class B Common Stock, including, without limitation,
with respect to dividends, upon voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation or in connection
with a Business Combination Transaction, without, in each case (i) and
(ii), the affirmative vote of the holders of a majority of the shares of Class A
Common Stock, voting as a separate class.

(c) In
connection with any Business Combination Transaction, the Corporation shall not
adversely affect, alter, repeal, change or otherwise impair any of the powers,
preferences, rights or privileges of the Class B Common Stock (whether
directly, by the filing of a certificate of designations, powers, preferences,
rights or privileges, by a Business Combination Transaction or

6

otherwise) in a manner that is disproportionate and adverse compared to
the manner in which the powers, preferences, rights or privileges of the
holders of the Class A Common Stock are affected, altered, repealed,
changed or otherwise impaired, including, without limitation (i) any of
the voting rights of the holders of the Class B Common Stock in a manner
that is disproportionate and adverse compared to the manner in which the voting
rights of the holders of the Class A Common Stock are affected, altered,
repealed, changed or otherwise impaired, and (ii) the requisite vote or
percentage required to approve or take any action described in this ARTICLE 4,
in ARTICLE 12 or elsewhere in this Amended and Restated Certificate of
Incorporation or described in the bylaws of the Corporation in a manner that is
disproportionate and adverse compared to the manner in which the voting rights
of the holders of the Class A Common Stock are affected, altered,
repealed, changed or otherwise impaired, without in each case the affirmative
vote of the holders of a majority of the shares of Class B Common Stock,
voting as a separate class.

ARTICLE 5

Section 5.01. Bylaws.
In furtherance and not in limitation of the powers conferred
by Delaware Law, the Board is expressly authorized to make, amend, alter,
change, add to or repeal the bylaws of the Corporation without the assent or
vote of the stockholders in any manner not inconsistent with Delaware Law or
this Amended and Restated Certificate of Incorporation. The affirmative vote of the holders of at
least 66-2/3% of the voting power of all the then outstanding shares of stock
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required for the stockholders to
make, amend, alter, change, add to or repeal any provision of the bylaws of the
Corporation.

ARTICLE 6

Section 6.01. Board of Directors. (a) The business and affairs
of the Corporation shall be managed by or under the direction of the Board.

(b) Each
director shall hold office until such directors successor shall have been duly
elected and qualified or until such directors earlier death, resignation or
removal. In no event will a decrease in
the number of directors shorten the term of any incumbent director.

(c) There
shall be no cumulative voting in the election of directors. Election of directors need not be by written
ballot unless the bylaws of the Corporation so provide.

(d) Vacancies
on the Board of Directors resulting from death, resignation, removal or
otherwise and newly created directorships resulting from

7

any increase in the number of directors may be filled solely by a
majority of the directors then in office (although less than a quorum) or by
the sole remaining director, and each director so elected shall hold office
until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal.

(e) Notwithstanding
the foregoing, whenever the holders of one or more classes or series of
Preferred Stock shall have the right, voting separately as a class or series,
to elect directors, the election, term of office, filling of vacancies, removal
and other features of such directorships shall be governed by the terms of the
resolution or resolutions adopted by the Board pursuant to ARTICLE 4
applicable thereto, and such directors so elected shall not be subject to the
provisions of this ARTICLE 6 unless otherwise provided therein.

ARTICLE 7

Section 7.01. Meetings Of Stockholders. Any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken only
upon the vote of stockholders at an annual or special meeting duly noticed and
called in accordance with Delaware Law, as amended from time to time, and may
not be taken by written consent of stockholders without a meeting; provided, however, if holders of Class B Common Stock
collectively hold more than 50% of the total voting power of all capital stock
of the Corporation, any action required or permitted to be taken at any annual
or special meeting of stockholders may be taken by written consent of
stockholders without a meeting; provided, further, that any action required or permitted to be taken
by the holders of Class B Common Stock, voting separately as a class, or,
to the extent expressly permitted by the certificate of designation relating to
one or more series of Preferred Stock, by the holders of such series of
Preferred Stock, voting separately as a series or separately as a class with
one or more other such series, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding shares of
the relevant class or series having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Special meetings of the
stockholders may be called by the Board, the Chairman of the Board or the Chief
Executive Officer of the Corporation and may not be called by any other person;
provided, however, if holders of Class B
Common Stock collectively hold more than 50% of the total voting power of all
capital stock of the Corporation, special meetings of the stockholders may be
called by a majority of the holders of Class B Common Stock. Notwithstanding the foregoing, whenever
holders of one or more classes or series of Preferred Stock shall have the
right, voting separately as a class or

8

series,
to elect directors, such holders may call, pursuant to the terms of the
resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE 4
hereto, special meetings of holders of such Preferred Stock.

ARTICLE 8

Section 8.01. Limited Liability Of Directors. No director of the Corporation
will have any personal liability to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under Delaware Law as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this ARTICLE 8
shall eliminate or reduce the effect thereof in respect of any matter
occurring, or any cause of action, suit or claim that, but for this ARTICLE 8,
would accrue or arise, prior to such amendment or repeal.

ARTICLE 9

Section 9.01. Indemnification. (a) Each person (and the
heirs, executors or administrators of such person) who was or is a party or is
threatened to be made a party to, or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in
this ARTICLE 9 shall also include the right to have the Corporation pay
directly or cause to be paid directly the expenses incurred in connection with
any such proceeding in advance of its final disposition to the fullest extent
authorized by Delaware Law. The right to
indemnification conferred in this ARTICLE 9 shall be a contract right.

(b) The
Corporation may, by action of its Board, provide indemnification to such of the
employees and agents of the Corporation to such extent and to such effect as
the Board shall determine to be appropriate and authorized by Delaware Law.

(c) The
Corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another person against any expense,
liability or loss incurred by such person in any such capacity or arising out
of such

9

persons status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under Delaware Law.

(d) The
rights and authority conferred in this ARTICLE 9 shall not be exclusive of
any other right which any person may otherwise have or hereafter acquire.

(e) Neither
the amendment nor repeal of this ARTICLE 9, nor the adoption of any
provision of this Amended and Restated Certificate of Incorporation or the
bylaws of the Corporation, nor, to the fullest extent permitted by Delaware
Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE 9
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

ARTICLE 10

Section 10.01. Corporate Opportunities. (a) In anticipation that
members of the Investor Group (as defined below) are or may be significant
stockholders of the Corporation and may engage in, and are permitted to have
investments or other business relationships, ventures, agreements or
arrangements with entities engaged in, the same or similar activities or lines
of business, and may have an interest in the same areas of corporate
opportunities, as the Corporation, and in recognition of (i) the benefits
to be derived by the Corporation through its continued contractual, corporate
and business relations with members of the Investor Group (including service of
Investor Nominees (as defined below) as directors of the Corporation) and (ii) the
difficulties attendant to any director, who desires and endeavors fully to
satisfy such directors fiduciary duties, in determining the full scope of such
duties in any particular situation, the provisions of this ARTICLE 10 are
set forth to regulate, define and guide the conduct of certain affairs of the
Corporation as they may involve such officers and directors, and the powers,
rights, duties and liabilities of the Corporation and its officers, directors
and stockholders in connection therewith.

(b) The
Corporation hereby renounces any interest or expectancy in any business
opportunity, transaction or other matter in which any member of the Investor
Group participates or desires or seeks to participate in and that involves any
aspect of the energy business or industry (each, a Business
Opportunity) other than a Business Opportunity that (i) is
presented to an Investor Nominee solely in such individuals capacity as a
director of the Corporation (whether at a meeting of the Board or otherwise)
and with respect to which no other member of the Investor Group (other than an
Investor Nominee) independently receives notice, or is pursuing or aware of, or
otherwise identifies such Business Opportunity or (ii) is indentified by
the Investor Group solely through the disclosure of information by or on behalf
of the Corporation (each Business Opportunity other than those referred to in
clauses (i) or (ii), a Renounced Business
Opportunity). No member of
the Investor Group, including any

10

Investor Nominee, shall have any obligation to communicate or offer any
Renounced Business Opportunity to the Corporation, and any member of the
Investor Group may pursue for itself or direct, sell, assign or transfer to a
person other than the Corporation any Renounced Business Opportunity. As used in this Amended and Restated
Certificate of Incorporation, (i) D. E. Shaw Entity
means D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability
company, (ii) Madison Dearborn Entity
means Madison Dearborn Capital Partners IV, L.P., a Delaware limited
partnership, (iii) Investor Group
means, collectively, the D. E. Shaw Entity, the Madison Dearborn Entity, any of
their respective affiliates (other than the Corporation and its subsidiaries),
any Investor Nominee, and any portfolio company in which the D. E. Shaw Entity,
the Madison Dearborn Entity, or any of their respective affiliates has an
equity investment (other than the Corporation and its subsidiaries) and (iv) Investor Nominee means any officer, director, partner,
employee or other agent of the D. E. Shaw Entity or the Madison Dearborn Entity
who serves as a director of the Corporation.

(c) Any
person purchasing or otherwise acquiring any interest in any shares of capital
stock of the Corporation shall be deemed to have notice of and to have
consented to the provisions of this ARTICLE 10.

(d) No
alteration, amendment, change or repeal of any provision of this ARTICLE 10
nor the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with any provision of this ARTICLE 10 shall
eliminate or reduce the effect of this ARTICLE 10 in respect of any matter
occurring, or any cause of action, suit or claim that, but for this ARTICLE 10,
would accrue or arise, prior to such alteration, amendment, change, repeal or
adoption.

ARTICLE 11

Section 11.01. Severability.
If any provision or provisions of this Amended and Restated
Certificate of Incorporation shall be held to be invalid, illegal or
unenforceable as applied to any circumstance for any reason whatsoever: (a) the
validity, legality and enforceability of such provisions in any other
circumstance and of the remaining provisions of this Amended and Restated
Certificate of Incorporation (including, without limitation, each portion of
any paragraph of this Amended and Restated Certificate of Incorporation
containing any such provision held to be invalid, illegal or unenforceable that
is not itself held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Amended and Restated Certificate of
Incorporation (including, without limitation, each such portion of any
paragraph of this Amended and Restated Certificate of Incorporation containing
any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to permit the Corporation to protect its

11

directors,
officers, employees and agents from personal liability in respect of their good
faith service to or for the benefit of the Corporation to the fullest extent
permitted by law.

ARTICLE 12

Section 12.01. Amendment.
The Corporation reserves the right to amend (whether
directly, by the filing of a certificate of designations, powers, preferences,
rights or privileges, by a Business Combination Transaction or otherwise) this
Amended and Restated Certificate of Incorporation in any manner permitted by
Delaware Law, subject to Section 12.02, and all rights and powers
conferred upon stockholders, directors and officers herein are granted subject
to this reservation. Notwithstanding the
foregoing, the provisions set forth in ARTICLES 4, 5, 6, 7, 8, 9 and 10 and
this ARTICLE 12 may not be repealed or amended (whether directly, by the
filing of a certificate of designations, powers, preferences, rights or
privileges, by a Business Combination Transaction or otherwise) in any respect,
and no other provision may be adopted, amended (whether directly, by the filing
of a certificate of designations, powers, preferences, rights or privileges, by
a Business Combination Transaction or otherwise) or repealed which would have
the effect of modifying or permitting the circumvention of the provisions set
forth in ARTICLES 4, 5, 6, 7, 8 and 9 and this ARTICLE 12, unless such
action is approved by the affirmative vote of the holders of not less than
66-2/3% of the total voting power of all outstanding securities of the
Corporation then entitled to vote generally in the election of directors,
voting together as a single class.

Section 12.02. Increases and Decreases of Authorized
Shares. The number of
authorized shares of Class A Common Stock or Class B Common Stock may
be increased or decreased (but not below the number of shares of Class A
Common Stock or Class B Common Stock then outstanding and reserved for) by
the affirmative vote of the holders of a majority of the shares of Class A
Common Stock and Class B Common Stock, voting together as a single class.

ARTICLE 13

Section 13.01.
Section 203. The Corporation expressly elects not to be
governed by Section 203 of Delaware Law.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed
this Amended and Restated Certificate of Incorporation as of this
day of
,
2010.